THIS MASlPER DEE0 is W e and execuW an this/&&y o 2003, by Land Seeker Lld., a MicQIigan curparalion (hereinsfter refarred t o as s13evsl~per"l whese addmss is $273 Empmss D M , Grand Hem. Miehigen M4339, psrsuant to the provioians af the Miehigan Condamlnlum Act (Aer 59 of the Pubtie A c u af 1978, as emended!,

WHEREAS, Oewloper desires by mconliw this Master W d , together wirh the Bylaws attached RBtePa es Exhibh A end rhe Conskrmbnlm Subdivision Plan attached h%rato a$ Exhlbir B @afh

' bf which am hemby Inaarparmxl herain by mfermae, and made a part hereof), ta ~st&lish the c t 9 1 prciperty descdbed in Afticla II below, together with the irnprwernents located and to bo lacsted ~~VW~UCI. and ths appUr(0nanca themla, as e residential site eondaminium project under the pmvishs of me Act,

NOW, THERWORE, Developer, by recardlng this Master DPJed. b r a b y e s t ~ b l i s h ~ Gematone Valby as 8 midmtial slte condarninhan project under xhe Act and declares that Gembtons Velloy ahell ba held, conveyed, hypali26urted. encumbsd, teased, remed, occupied, improved, and artrefwise lJt1li2~d, SI&$~~BC~ KO the pmvisibns af the Act, and rha aovenaw, ecndklons, restdans, we$, limrtetions end affimrive abllget~ona m farth in this Master Deed and Exhibits A and €3 hereto, all of whioh shall ba deemed to run with the lend end be s burden and a hertd i~ ra Develaper, its successclrs and asslgns, em any persms acqlrirlng w owning en in the Cendominium Pr and thaif grameas, auccerrson;, hairs, pars~vral rqresentalives and asslgm.

AmCLE 1

TIW lbCPdD NATURE

The %qominium Projset shall bs known as Gemstone Valky, G e n s 8 8 County Conrlornlnlurn SubdiVEskn FWn No, s/d , The Condominium Pr~isct is asrablishsd in accordance 4th the AM. The Unks conreinad in uls Condaminlum, inc!uding the number, baunderitrs, d i m e n s i ~ s , area and volmrir of each Unlt, dm a)6t Iarth oarnclleraly in the Condominium Subdivisian

had to this Master Dead as Exhibit 8. Each U& iis capable of- individual utilixetlm by virtue 1 % ~ QW~I m t r a K l ~ fmm and @xR to B GO of #$e andamiaum p ~ ~ c t . Each C&

mldum fmjacm shaa haws an akclusiva right to his Unit and shall have an undivided and i n s e m b l e right to aha@ with ather Co-ownerrs h4. Cornman Elernems cf he Candom~nlum Prajecr.

ARTICLE I1

LEGAL DESCRIPTION

The land which is subject to the' Condominium Project established b y this Master Deed is described as fol lows:

Part of the Southwest 114 of Sec t~on 12, T6N, R7E, Township of Grand Blanc, Genesee County, Michigan, described as fol lows: BEGINNING at the South 114 corner of said Sect ion 12; thence S88"58'55"W, along the South section line 628 .60 feet; thence N0I001 '05"W, 450.35; thence N89 "20'20flW, 327 .42 feet; thence N0On39'40"E, 1 556.03 feet; thence S89 "20120"E, 3 1 9 .98 feet; thence S38"09'50"E, 234.14 feet; thence S87"32'05"E, 11 1.55 feet; thence S77"53'07"E, 49 .34 feet; thence S82"33'4gnE, 94.04 feet; thence S71 "46'4INE, 66.00 feet; thence S89"20'2OVE, 186 .00 feet t o a point on the West line, extended Southerly, of "ORCHARD HAVEN NO. 2", (recorded as S00°06'W, a recorded subdivision in Liber 28, Pages 3 0 & 3 1 of Genesee County records, and t he West line, extended Northerly, of "BERNHARD SHADY ACRES", (recorded as S00°04'W), a recorded subdivision in Liber 23, Page 6 9 of Genesee County records; thence along said line S00°39'40"W, 1 7 6 1 - 0 4 feet t o the POINT OF BEGINNING, containing 38 .34 acres of land, more or less, and being subject t o easements and restrictions of record.

ARTICLE Ill

DEFINITIONS

Certain terms are utilized in this Master Deed and Exhibits A and B, and are or may be used in various other instruments such as, b y way of example and not limitation, the Articles of Incorporation and rules and regulations of the Gemstone Valley Condominium Association, a Michigan nonprofit corporation, and deeds, mortgages, liens, land contracts, easements and other instruments affecting the establishment of, or transfer of, interests in Gemstone Valley. Wherever used in such documents or any other pertinent instruments, the terms set forth below shall be defined as fol lows:

Section 3. I "AL~" means the Michigan Condominium Act, Ac t 5 9 o f the Public Acts o f 1978, as amended.

Section 3.2 "Association" means the Gemstone Valley Condominium Association, which is the nonprofit corporation organized under Michigan law of which all Co-owners shall be members, and which shall administer, operate, manage and maintain the Condominium. Any action which the Association is required or entitled to take shall be exercisable b y its Board of Directors unless specifically reserved t o its members by the Condominium Documents or the laws of the State of Michigan.

Section 3.3 "Bylaws" means Exhibit A attached t o this Master Deed, which sets forth the substantive rights and obligations o f the Co-owners and which is required by Section 3 (8 ) of the Ac t t o be recorded as part of t he Master Deed. The Bylaws shall also const i tute the corporate bylaws of the Association as allowed under the Michigan Nonprofit Corporation Act, as amended.

Section 3.4 "Common Elements", where used without modification, means bo th the General and Limited Common Elements described in Article IV below.

Section 3.5 "Condominium Documents" means this Master Deed and Exhibits A and B hereto, and the Articles of Incorporation, as any or all of the foregoing may be amended from t ime to t ime.

Section 3.6 "Condominium Premises" means the land described in Article II above, all improvements and structures thereon, and all easements, rights and appurtenances belonging t o Gemstone Valley.

Section 3.7 " { t " are used synonymously t o refer to Gemstone Valley.

Section 3 . 8 "Condominium Subdivision Plan" means Exhibit B to this Master Deed.

Section 3.9 "Conso1idatin.q Master Deed" means the final amended Master Deed which shall describe Gemstone Valley as a completed Condominium Project, and all Units and Common Elements therein. Such Consolidating Master Deed, if and when recorded in the off ice of the Genesee County Register of Deeds, shall supersede this recorded Master Deed for the Condominium and all amendments thereto.

Section 3.70 "Construction and Sales Period" means the period commencing w i th the recordation o f this Master Deed and continuing during the period that Developer owns (in fee simple, as a land contract purchaser or as an optionee) any Unit in the Project.

Section 3.77 "Co-owner" means an individual, firm, corporation, partnership, association, t rust or other legal ent i ty (or any combination thereof) who or which owns or is purchasing by land contract one or more Units in the Condominium Project. Unless the context indicates otherwise, the term "Owner", wherever used, shall be synonymous w i t h the term "Co-owner."

Section 3.72 "Developer" means Land Seeker Ltd., a Michigan corporation, which has made and executed this Master Deed, and i ts successors and assigns. Both successors and assigns shall always be deemed to be included within the term "Developer" whenever, however and wherever such terms are used in the Condominium Documents. However, the word "successor" as used in this Section 3.13 shall no t be interpreted to mean a "Successor Developer" as defined in Section 1 3 5 of the Act .

Section 3 .73 "First Annual Meeting" means the initial meeting a t which non- Developer Co-owners are permitted t o vote for the election of all Directors and upon all other matters which properly may be addressed at such meeting. Such meeting is t o be held (a) in Developer's sole discretion after f i f t y (50%) percent of the Units which may be created are sold, or (b) mandatorily after the elapse of fifty-four (54) months from the date of the first Unit conveyance, or (c) mandatorily within one hundred twen ty (1 20) days after seventy-five (75%) percent of all Units which may be created are sold, whichever f irst occurs.

Section 3. 74 "Recreational Facilities" means the pool, clubhouse and the parking area adjacent thereto as shown on Exhibit B, including all improvements and structures located thereon.

Section 3.15 "Storm Water Drainage Facilities" means the surface water drainage system, storm drain lines and detentionlsedimentation basins within the Project, which are identified on Exhibit B t o this Master Deed.

Section 3.76 "Township" means the Townsh~p of Grand Blanc. Where Township approval is required pursuant to the terms of t h ~ s Master Deed or any Exh ib~ ts t o this Master Deed, such approval shall be granted b y the Township of Grand Blanc Township Board of Trustees, or such other individual or committee designated by the Township Board fo r such purpose.

Section 3.17 "Transitional Control Date" means the date on wh ich a Board of Directors of the Association takes off ice pursuant to an election in which the votes which may be cast by eligible Co-owners unaffiliated w i t h Developer exceed the votes which may be cast by Developer.

Section 3.78 "Unit or Condominium Unit" each mean a single building site unit in Gemstone Valley as described in Section 5.1 of this Master Deed and on Exhibit B hereto, and shall have t he same meaning as the te rm "Condominium Unit" as defined under t he Act . All structures and improvements now or hereafter located within the boundaries of a Unit shall be owned in their entirety by the Co-owner o f the Unit wi thin which they are located and shall not, unless otherwise expressly provided in the Condominium Documents, constrtute Common Elements.

Wherever any reference is made t o one gender, the reference shall include a reference t o any and all genders where the same would be appropriate; similarly, whenever a reference is made t o the singular, a reference shall also be included t o the plural where that reference wou ld be appropriate, and vice versa.

ARTICLE IV

COMMON ELEMENTS

The Common Elements o f the Project described in Exhibit B t o this Master Deed, and the respective responsibilities for their maintenance, repair and replacement, are as fol lows:

Section 4.7 General Common Elements. The General Common Elements are as fol lows:

(a) k d , The land, if any, designated in Exhibit B as General Common Elements.

(6) Electrical. The electrical transmission mains and wiring throughout the Project up to the point of lateral connection for Unit service wh ich is located at the boundary of the Unit, together w i t h common lighting, if any, fo r the Project.

(c) Telephone. The telephone system throughout the Project u p t o the point of lateral connection for Unit service, which is located at the boundary of the Unit.

(dl Telecommunications. The telecommunications system throughout the Project, if and when i t may be rnstalled, up t o the point of lateral connect ion for Unit service, which is located at the boundary of the Unit.

(el m. The gas distribution system throughout the Project up t o the point o f lateral connection for Unit service, which is located at the boundary o f the Unit.

Water. The water distribution system throughout the Project up to the l fl point of lateral connection fo r Unit service, which is located at the boundary of the Unit, and all common sprinltling system fixtures and connections as well as all common sprinkling system controls, i f any, for the Common Elements.

lgl Sanitarv Sewer. The sanitary sewer system throughout t h e Project, including all l i f t stations, up t o the point of lateral connection for Unit service, which is located at the boundary o f the Unit.

(hl Storm Water Drainage Facilities. The surface water drainage system, storm drain lines and detentionlsedimentation basins wi th in the Project, which are identified on Exhibit B t o this Master Deed.

(il Roads. All roadways, streets, sidewalks and medians wi th in the Project, except drives and parking areas located within the boundaries o f t h e Units.

lil Landscapinq. All landscaping, berms, trees, plantings, entranceway monuments, street signs, foo t bridges, benches, tables and other structures and improvements, if any, located on the land designated on Exhibit B as General Common Elements.

(k) Perimeter Fencing. Walls, fencing or similar structures, i f any, constructed or installed wi th in the General or Limited Common Elements for the purpose of screening t he Project f rom adjacent properties.

Ill Easements. All easements, i f any, that are appurtenant t o and that benefit the Condominium Premises pursuant to recorded easement agreements, reciprocal or otherwise.

lml Recreational Facilities. the pool, clubhouse and the parking area adjacent thereto as shown on Exhibit B, including all improvements and structures located thereon. The Developer, during the Construction and Sales Period, and the Association, after the Construction and Sales Period, shall have the right t o establish reasonable rules and regulations w i th respect t o the use and maintenance of the Recreational Facilities.

(nl Other. Such other elements of the Project not designated in this Article IV as General or Limited Common Elements which are not within the boundaries of a Unit, and which are intended for common use or are necessary for the existence, upkeep and safety o f the Project.

Some or all of the ut i l i ty lines, systems (including mains and service leads) and equipment and the telecommunications system described above may be owned by, or dedicated by Developer to, the local public authority or the company that is providing the pertinent service. Accordingly, such uti l i ty lines, systems and equipment, and the telecommunications system, if and when constructed, shall be General Common Elements only t o the extent of the Co-owners' interest therein, if any, and Developer maltes no warranty whatsoever w i th respect t o the nature or extent of such interest, i f any.

Section 4.2 Limited Common Elements. Limited Common Elements are those portions of the Common Elements that are reserved for the exclusive use and enjoyment of one or more bu t not all Co-owners. The Project as currently constituted does not contain any Limited

Common Elements. However, Developer andlor the Association may amend this Master Deed and the Condominium Subdivision Plan attached as Exhibit B to create Limited Common Elements within those portions of the Condominium Premises designated as General Common Elements in the Condominium Subdivision Plan.

Section 4.3 Responsibilities. The respective responsibilities for the maintenance, repair and replacement of the Common Elements are as fol lows:

fa) Co-owner Responsibility for Units. Developer anticipates that a separate residential dwell ing (including attached garage and porches) wi l l be constructed within each of the Units depicted on Exhibit B, together w i t h various improvements and structures which are appurtenant to such dwell ing. Except as otherwise expressly provided in this Master Deed or the Bylaws, the responsibility for and the cost of installing, maintaining, decorating, repairing and replacing any dwelling and other improvements, structures or landscaping located within a Unit shall be borne b y the Co-owner of such Unit. All improvements constructed or installed within a Unit shall be subject t o the Architectural Controls described in the Bylaws. In connection w i t h any amendment made by Developer pursuant to Article VI of this Master Deed, Developer may designate Limited Common Elements that are t o be installed, maintained, decorated, repaired and replaced at Co-owner expense or, in proper cases, a t Association expense.

b Association Responsibility for Units. Pursuant t o Section 18.3 of the Bylaws, the Association, acting through i ts Board of Directors, may (bu t has no obligation to) undertake any maintenance, repair or replacement obligation of the Co- owner of a Unit under this Master Deed and Bylaws, to the extent that the Co-owner has not performed such obligation, and the cost thereof shall be assessed against such Co-owner. The Association shall no t be responsible for any damage t o a Unit or the dwell ing or appurtenances contained therein that occurs as a result o f the Association performing the unperformed obligations of the Co-owner of the Unit.

(c) General Common Hernents. Unless otherwise expressly provided in the Condominium Documents, the cost o f maintaining, repairing and replacing all General Common Elements shall be borne b y the Association.

(dl Common Liqhtinq. Developer andlor the Assoc ia t~on may, bu t islare no t required to, install luminating f ixtures within the Condominium Project and t o designate the same as common lighting as provided in Section 4,1 (b) above. Some of the common lighting may be installed within the General Common Elements. The cost o f electricity for common lighting shall be paid by the Association. Said f ixtures shall be maintained, repaired, renovated, restored, and replaced and light bulbs furnished by the Association. The size and nature of the bulbs t o be used in the f ixtures shall also be determined by the Association in its discretion. No Co-owner shall modify or change such fixtures in any way nor cause the electrical f low for t h e ~ r operation t o be interrupted a t any time. If the f ixtures operate on photo electric cells, the t imers for such cells shall be set by and at the discretion of the Association, and shall remain lit a t all t imes determined b y the Association.

(el Utility Services. Each Co-owner wil l be entirely responsible for arranging for and paying all costs in connection wi th the extension of utilities by laterals f rom the mains t o the dwell ings and other improvements located w i th in the Units. All costs of water, electricity, natural gas, cable television, telephone and any

other utility services shall be borne by the Co-owner of the Unit to which t he services are furnished. All uti l i ty meters, laterals and leads shall be maintained, repaired and replaced at the expense of the Co-owner whose Unit they service, except t o the extent that such expenses are borne by a uti l i ty company or a public authority, and the Association shall have no responsibility w i th respect t o such maintenance, repair or replacement.

lf l Private Roads. The private roads as shown on the Condominium Subdivision Plan wil l be maintained ( includ~ng, wi thout limitation, snow removal), replaced, repaired, and resurfaced as necessary by the Association. It is the Association's responsibility t o inspect and to perform preventative maintenance of the Condominium roadways on a regular basis in order t o maximize their useful life and to minimize repair and replacement costs. The Association may establish a reserve fund and/or other form of assessment in accordance w i th Article l l of the Bylaws for the purpose of satisfying the Association's obligations w i th respect to the Condominium roadways.

lg) Lawn and Lat9dscapin.q Maintenance within Units. The cost of maintaining, repairing or replacing individual lawns and all landscaping wi th in a Unit shall be borne by the Co-owner of the Unit. In connection w i t h any amendment made by Developer pursuant t o Article VI or Article VII of this Master Deed, Developer may designate Limited Common Elements that are t o be maintained, repaired and replaced at Co-owner expense or, in proper cases, at Association expense.

lh) Storm Water Drainage Facilities. The Association shall be responsible for maintaining, repairing and replacing the Storm Water Drainage Facilities. I t shall be the applicable Unit Owner's responsibility to maintain the f inish grade of such Owner's Unit in the condition established by the builder of the dwel l ing on such Unit.

lil Recreational Facilities. The Association shall be responsible for maintaining, repairing and replacing the Recreational Facilities.

Section 4.4 Use of Units and Common Elements. No Co-owner shall use his Unit or the Common Elements in any manner which is inconsistent w i t h the purposes o f the Project or in any manner which wil l interfere w i th or impair the rights of any other Co-owner in the use and enjoyment of his Unit or the Common Elements. In addition, no Co-owner shall be entitled t o alter any General Common Elements or Limited Common Elements, or construct or install any improvements, fixtures or other structures on, in or t o any General Common Elements or Limited Common Elements, w i thou t the prior wri t ten approval of Developer during the Construction and Sales Period and the Association thereafter.

ARTICLE V

UNIT DESCRIPTION AND PERCENTAGE OF VALUE

Section 5. 7 Description of Units. Each Unit in the Condominium Project is described in the Condominium Subdivision Plan attached t o this Master Deed as Exhibit B. Each Unit shall consist of the area contained wi th in the Unit boundaries as shown on Exhibit B and delineated w i th heavy outlines.

Section 5.2 Percentage of Value. The percentage of value for each Unit shall be equal. The determination that the percentages of value should be equal was made after reviewing the comparative characteristics of each Unit in the Project and concluding that there

are no material differences among the Units that af fect the allocation of percentages of value. The percentage of value assigned t o each Unit shall determine each Co-owner's respective share of the Common Elements of the Condominium Project, each Co-Owner's respective proportionate share in the proceeds and expenses o f the Association's administration and the value of such Co-owner's vote at meetings of the Association of Co-owners w i t h respect t o matters tha t require votes t o be cast on a percentage of value basis. The total value of the Project is one hundred (100%) percent.

ARTICLE VI

EXPANSION OF CONDOMINIUM

Section 6.1 Area of Future Development. The Condominium Project established pursuant t o this Master Deed consists of s ixty (60) Units, and is intended t o be part of an Expandable Condominium under the Ac t which wil l contain a maximum of t w o hundred ninety eight (298) Units. Additional Units, i f any, wi l l be constructed upon all or port ions o f the fol lowing described land:

Parts of the Southwest 114 of Section 1, Northeast 1 14 of Section 11 and Section 12, T6N, R7E, Township of Grand EUanc, Genesee County, Michigan, described as fol lows: Commencing at the South 114 corner o f said Section 12; thence South 88"58'55" West, along the South line of said Section 12, a distance of 628.60 feet; thence North 01 "01'05" West, 450.35 feet; thence North 89"20'20n West, 327.42 feet; thence Nor th 00°39'40" East 1556.03 feet t o the POINT OF BEGINNING; thence continuing North 00°39'40"East, 173.97 feet t o a traverse line on the Northerly side o f the Tread Creek, being North 00°39'40" East, 153 feet, more or less f rom the centerline of said Tread Creek; thence along said traverse line South 74'09'54" West, 1257.1 1 feet and North 28"01137" West, 346.82 feet and North 18'00'18" West 356.40 feet and North 39' 1 1'57" West, 880.70 feet t o the end of said traverse line at the Southeasterly line o f the Genesee County Condominium Subdivision Plan No. 82A, "WATERS EDGE CONDOMINIUM", recorded in Liber 3458, Pages 846-91 0, Genesee County records, being North 50'48'49" East, 147 feet, more or less, from the centerline of said Thread Creek; thence along the said Southeasterly line of "WATERS EDGE CONDOMINIUM", North 50'48'49" East, (Recorded as North 50°00'00" East), 487.81 feet and North 72'08'49" East, (Recorded as North 71 "20'00" East) 661.57 feet and North 48'01'34 East, (Recorded as North 47'1 2'45" East) 402.58 feet and North 01 "1 1'41" West, (Recorded as North 02"00'30" West) 126.00 Feet t o the South line of Consumers Energy property; thence North 88'48'1 9" East, along said South line, 295.32 feet t o the East line of the proposed plat of "CHATHAM SQUARE NO. 5", extended Southerly, thence North 00°09'02" East, along said East line and East line extended Southerly, 1024.39 feet t o the Southeast corner of Lot 37, of "SCHUMACHER TERRACE", recorded in Liber 29, Page 28, Genesee County records; thence North 00'20'32" East, along the East line of said "SCHUMACHER TERRACE", 261 -50 feet (Recorded as North 00'22' West, 261 -54 feet) to the Northeast corner of said "SCHUMACHER TERRACE", also being the centerline of Hill Road, so-called, being North 84'1 3'29" East, 1339.05 feet (Recorded as North 83'24' East, 1339.55 feet) from the Northwest corner o f said Section 12; thence North 84'1 5'14" East, along said centerline of Hill Road, 586.45 feet; thence South 05'44'46" East, 233.00 feet; thence North 84" 15'1 4" East, 21 2.78 feet; thence South 00°01'23" West, 1094.30 feet t o the South line of Consumers Energy property; thence North 85"01'37" East, along said South line, 51 2.33 feet t o

the North and South 114 line o f s a ~ d Sec t~on 12, as prev~ously surveyed; thence South 00°01 '51" West, along s a ~ d North and South 114 line, 380.00 feet; thence South 62'02'24" East, along the Southwesterly l ~ n e o f the proposed plat of "STOCKBRIDGE COMMONS NO. 8", a distance of 1289 .19 feet; thence South 28"40103" East, along the Southwesterly line o f the proposed plat of "STOCKBRIDGE COMMONS NO. 7", a drstance of 270.81 feet to the Northwest corner of Lot 177 of "ORCHARD HAVEN NO. 3", recorded in L~be r 30, Pages 1 and 2, Genesee County records; thence along the Northwesterly l ~ne of s a ~ d "ORCHARD HAVEN NO. 3, South 56"24'54" West, (Recorded as South 55'54'48" West) 58.33 feet and South 18"42'55" West, (Recorded as South 18'1 2'49" West) 265 .00 feet and South 36"32 '04" West) 91 .76 feet (Recorded as South 36'08'1 7" West, 92.53 feet) to the Northerly line of "ORCHARD HAVEN NO. 2", recorded in Liber 28, Pages 3 0 and 31, Genesee County records; thence along said Northerly line North 29'52'46" West, 58.07 feet (Recorded as North 30°30 ' West, 58.1 3 feet) and North 83"23 '48" West, 468.35 feet (Recorded as North 84'00' West, 468 .54 feet) and South 70°04 '50" West 533.38 feet (Recorded as South 69'30' West, 533.21 feet) to the Northwest Corner of Lot 135 of said "ORCHARD HAVEN NO. 2"; thence along the West line of said "ORCHARD HAVEN NO. 2", (Recorded as South 00°06 ' West), extended Southerly, South 00°39'40" West, 742.72 feet; thence North 89"20'2OW East, 186.00 feet; thence North 71 "46'41" West, 66.00 feet, thence North 82'33'49" West 94 .04 feet; thence North 77'53'07" West, 49 .34 feet; thence North 87'32'05" West, 11 1 .55 feet; thence North 38O09'50" West, 234 .14 feet; thence North 89"20 f20" West, 319 .98 feet t o the POINT OF BEGINNING, including all land lying between said traverse line and the centerline of the Thread Creek, containing 171.5 gross acres o f land, more or less, and being subject t o easements and restrictions of record.

( the above-described land is sometimes referred t o as the "Area of Future Development").

Section 6.2 Increase in Number of Units. Notwithstanding anything t o t he contrary contained in this Master Deed, the number of Units in the Project may, a t the opt ion of the Developer from t ime t o time, wi th in a period ending no later than six (6) years f rom the date o f recording this Master Deed, be increased by the addition t o this Condominium Project of any portion o f the Area of Future Development. The location, size, and configuration of all such additional Units that may be located in the Area of Future Development shall be determined by t he Developer in its sole discretion.

Section 6.3 Expansion Not Mandatory. Nothing contained in this Article VI shall in any w a y obligate the Developer to enlarge the Condominium Project beyond the phase established b y this Master Deed, and the Developer may, in its discretion, establish all or a portion of the Area of Future Development as a rental development, a separate condominium project or projects or any other form of development. There are no restrictions on the Developer's ability t o expand the Project other than as explicitly set forth herein. The Developer has no obligation t o add t o the Condominium Project all or any portion of the Area of Future Development described in this Article VI nor is there any obligation t o add portions thereof in any particular order nor t o construct particular improvements thereon in any specific locations.

Section 6.4 Amendment of Master Deed and Modification of Percenta.qes of Value. The expansion of the Condominium Project shall be effective upon the recordation of one or more amendments to this Master Deed in a form satisfactory to the Developer, in its discretion; provided, however, that any such amendment shall be subject t o the prior wri t ten approval of t he Township. Each such amendment t o the Master Deed shall proportionately re-adjust the

percentage of value set forth in Article V, in order to reflect a total value of 100% for the entire Condominium Project, as expanded pursuant to the applicable amendment t o this Master Deed. The precise determination of the readjustments in percentages of value shall be made within

the sole judgment of the Developer. However, such re-adjustments shall reflect a continuing reasonable relationship among percentages of value based upon the method originally used by the Developer to determine percentages of value for the Project.

Section 6.5 Redefinition of Common Elements. Any amendments t o the Master Deed for the purpose of expand~ng the Project shall contain such further delineations o f General or Limited Common Elements as may be necessary t o adequately descr~be, serve and p rov~de access t o the additional parcel or parcels being added to the Project b y such amendment. In connection w i th any such amendment(s), the Developer shall have the right t o change the nature of any Common Element previously included in the Project for any purpose reasonably necessary t o achieve the purposes of this Article, including, but not limited to, the connection of roadways and sidewalks in the Project t o any roadways and sidewall<s that may be located on, or planned for the Area of Future Development, and t o provide access t o any Unit that is located on, or planned for the Area o f Future Development f rom the roadways and sidewall<s located in the Project.

Section 6.6 Consolidating Master Deed, If the Project is expanded, a Consolidating Master Deed shall be recorded pursuant t o the Ac t when the project is finally concluded as determined by the Developer, in order t o incorporate into one set of instruments all successive stages of development. The Consolidating Master Deed, when recorded, shall supersede the previously recorded Master Deed and all amendments thereto.

Section 6.7 Consent of Interested Persons. All of the Co-owners and mortgagees of Units and all other persons now or hereafter interested in the Project f rom t ime t o t ime shall be deemed t o have irrevocably and unanimously consented t o all amendments t o this Master Deed prepared by the Developer t o effectuate the purposes of this Article VI and t o any proportionate reallocation of percentages of value o f existing Units which the Developer determines are necessary in conjunction w i th such amendments. All such interested persons irrevocably appoint the Developer as agent and attorney for the execution of such amendments t o the Master Deed and all other documents necessary t o effectuate the foregoing. Any such amendments may be effected without the necessity of re-recording the entire Master Deed or the exhibits hereto and may incorporate by reference all or any portion of this Master Deed and exhibits.

ARTICLE Vli

CONTRACTION OF CONDOMINIUM

Section 7.1 Riqht to Contract. As o f the date this Master Deed is recorded, Developer intends to establish a Project consisting of sixty (60) Units on the land described in Article II. Developer reserves the right, however, t o establish a Project consisting o f fewer Units than described above within the land described in Article II and t o wi thdraw f rom the Project all or some port ion of the land described in Article II. Therefore, notwithstanding anything t o the contrary contained in the other provisions of this Master Deed, the number of Units in this Condominium Project may, at the option of Developer, f rom t ime t o time, within a period ending no later than six (6) years f rom the date of recording this Master Deed, be contracted t o any number determined by the Developer in its sole judgment and approved by the Township, bu t in no event shall the number o f Units be less than t w o (2) .

Section 7.2 Withdrawal of Land. In addition to the provisions o f Sect ion 7.1, Developer unconditionally reserves the right t o withdraw f rom the Project any portion or portions of the land described in Article II provided such land is no t reasonably necessary t o provide access t o or otherwise serve the Units and their appurtenant Limited Common Elements, i f any, included in the Project, as contracted. Developer reserves the r ight t o use t he portion of the land withdrawn, in its discretion. Developer further reserves the righr, subsequent t o such withdrawal but prior to six (6) years from the date of recording this Master Deed, t o expand the Project as so reduced t o include all or any portion of the land previously wi thdrawn.

Section 7.3 Creation of Easements. In the event of any contraction under this Article VII, Developer reserves for the benefit of itself, i ts successors or assigns, and all owners of the land described in Article II and all portions thereof, an easement for the unrestricted use of all roads in the Project for the purpose of ingress or egress to and from each and every portion of the Project as contracted, and for utilizing, tapping, tying into, extending and enlarging all utility improvements located within the Condominium Premises, including, bu t not l imited to, storm sewer, water main, sanitary sewer, gas, telephone, electrical and telecommunication lines. In addition, to the extent that any General Common Elements within the land described in Article II are wi thdrawn f rom the Project, Developer shall cause non-exclusive easements for the benefit of the Units remaining in the Project t o be created over such w i thdrawn General Common Elements t o the extent necessary for the continued operation o f the Project.

Section 7.4 Amendment of Master Deed. Any contraction in size of the Project shall be effective upon the recordation of one or more amendments t o this Master Deed in a form satisfactory t o Developer, in its discretion; provided, however, that any such amendment shall be subject to the prior written approval of the Township. Each such amendment t o the Master Deed shall proportionately readjust the percentages of value set forth in Article V, in order to reflect the total value of 100% for the Project, as contracted pursuant t o the applicable amendment t o this Master Deed. The precise determination of the readjustment in percentages o f value shall be within the sole judgment o f Developer. However, such readjustment shall reflect a continuing reasonable relationship among percentages of value, based upon the original method of determining percentages of value for the Project.

Section 7.5 Redefinition of Common Elements. Any amendments t o the Master Deed pursuant t o Section 7.4 shall also contain such further definitions and redefinitions of General or Limited Common Elements as may be necessary t o adequately describe, serve and provide access t o the Units in the Project, as contracted. In connection w i t h any such amendments, Developer shall have the right t o change t he nature of any Common Elements previously included in the Project for any purpose reasonably necessary t o achieve the purposes o f this Article VII, including, but not limited to, the connection of roadways that may be located on, or planned for the area which is withdrawn f rom the Project, and to provide access t o any Unit that is located on, or planned for the withdrawn area from the roadways located in the Project.

Section 7.6 Consent of Interested Parties. All of the Co-owners and mortgagees of Units and other persons now or hereafter interested in the Project f rom t ime t o t ime shall be deemed t o have irrevocably and unanimously consented to any amendments t o this Master Deed as may be proposed by Developer to eFfectuate the purposes of this Article VII and t o any proportionate reallocation of percentages o f value of Units which Developer determines are necessary in conjunction w i th such amendments. All such interested persons irrevocably appoint Developer as agent and attorney for the execution of such amendments t o the Master Deed and all other documents necessary t o effectuate the foregoing. Such amendments may be effected without the necessity of re-;ecording the entire Master Deed or the Exhibits hereto

and may incorporate b y reference all or any pertinent portions of this Master Deed and the Exhibits hereto.

ARTICLE Vlll

CONSOLIDATION, AND OTHER MODIFICATION OF UNITS, AND LIMITED COMMON ELEMENTS

Notwithstanding anything to the contrary contained in this Master Deed or the Bylaws, the Units and Common Elements in the Project may be consolidated, modified and the boundaries relocated, in accordance w i th Section 48 of the Ac t and this Article VIII. Such changes in the affected Unit or Units shall be promptly reflected in a duly recorded Amendment or Amendments t o this Master Deed, which amendment shall be subject t o the prior wri t ten approval of the Township.

Section 8. 7 Modification of Units. Developer may, in its sole discretion, and without obtaining the consent o f any person whatsoever (including Co-owners and mortgagees of Units), during the Construction and Sales Period, modi fy the size, boundaries, location, and configuration of Units and/or General or Limited Common Elements appurtenant or geographically proximate t o any Units as described in the Condominium Subdivision Plan attached hereto as Exhibit B or any recorded amendment or amendments thereof, subject to the requirements of, any governmental authority having jurisdiction over the Project, and further subject t o Section 8.1 o f this Master Deed. Any modi f icat~ons by Developer in accordance w i th the terms of this Section 8.1 shall take effect upon the recordation of an amendment t o the Master Deed, In addition, Developer may, in connection w i th any such amendment, re- adjust percentages of value for all Units t o reflect the Unit modifications or Limited Common Element modifications, based upon the method by which percentages of value were originally determined for the Project. All of the Co-owners and mortgagees of Units and all other persons now or hereafter interested in the Project f rom time to time shall be deemed to have irrevocably and unanimously consented t o any amendment or amendments to this Master Deed recorded by Developer t o effectuate the purposes o f this Section 8.1 and, subject t o the limitations set forth herein, t o any proportionate reallocation of percentages of value of existing Units which Developer determines are necessary in conjunction w i th any such amendments, subject t o Article IX of this Master Deed. Subject t o the foregoing, all such interested persons irrevocably appoint Developer as agent and attorney-in-fact for the purpose of executing such amendments t o the Master Deed and all other documents necessary t o effectuate the foregoing.

Section8.2 ConsolidationorRelocationofUnits. DuringtheConstructionandSales Period, Developer may, in i ts sole discretion, and wi thout the consent of any other person whatsoever (including Co-owners and mortgagees of Units) consolidate under single ownership t w o (2) or more Units which are located adjacent t o one another, andlor relocate any boundaries between adjoining Units, subject t o the requirements of any governmental authority having jurisdiction over the Project and further subject t o Section 10.1 of this Master Deed. Developer shall give effect to the consolidation of Units and/or the relocation o f Unit

boundaries by amending this Master Deed w i t h one or more amendments prepared by and at the sole discretion o f Developer in the manner provided by law. Any amendment that consolidates or relocates the boundaries between Units shall identify the consolidated or relocated Unit(s) by number and, when appropriate, the percentage of value as set forth herein for the consolidated or relocated Unit(s) shall be proportionately allocated among the adjusted Condominium Units in order t o preserve a total value of one hundred ( 100%) percent fo r the entire Project fol lowing such amendment or amendments t o this Master Deed. Developer shall determine, in its sole discretion, any such re-adjustment of the percentages of value, provided

that such readjustments shall reflect a continuing reasonable relationship among percentages of value based upon the original method o f determining percentages o f value for t he Project. Any such amendment or amendments t o the Master Deed shall also contain such further

definitions o f Common Elements as may be necessary to adequately describe the Units In the Condominium Project as modified. All of the Co-owners and mortgagees of Units and all other persons now or hereafter interested In the Project f rom time to t ime shall be deemed t o have irrevocably and unanimously consented t o any amendment or amendments t o this Master Deed recorded by Developer to effectuate the purposes of this Section 8.2, subject t o t he limitations set forth herein, and t o any proportionate reallocation of percentages of value of uni ts which Developer determines are necessary in connection w i th any such amendments. All such interested persons irrevocably appoint Developer as agent and attorney-in-fact for the purpose of executing such amendments t o the Master Deed and all other documents necessary to effectuate the foregoing. Any such amendments may be accomplished wi thout re-recording the entire Master Deed or i ts exhibits.

Section 8.3 Limited Common Elements. Limited Common Elements shall be subject t o assignment and re-assignment in accordance w i th Section 39 of the Act, t o accomplish the rights to consolidate or relocate boundaries described in this Article Vll l or for other purposes.

Section 8.4 Riqht to Construct Amenities. Developer reserves the right t o construct various amenities, including, by w a y o f example, entranceway monuments, street signs and other signage, foot bridges, jogging or walking paths, nature trails, detention pond areas, landscaping features, fences, walls, benches, tables, and other structures and improvements anywhere within the General Common Elements and Limited Common Elements ( the foregoing amenities shall be collectively referred t o as the "Amenities"). If any such Amenities are included in the Condominium Project, all Co-owners shall be obligated t o contr ibute t o the maintenance, repair and replacement o f the Amenities as an Association expense of administering the Project. However, Developer has no obligation t o construct any Amenities or t o include them in the Condominium Project. The final determination of the design, layout and location of such Amenities, i f and when constructed, shall be at Developer's sole discretion.

ARTICLE IX

EASEMENTS

Section 9.1 Easement for Utilities and Storm Water Drainaqe Facilities. Developer reserves for itself, i ts successors and assigns, the Association, and the Township perpetual easements to, through and over those portions o f the land in the Project ( including all Units) for the continuing maintenance, repair and restoration of all utilities in the Condominium, including, without limitation, a perpetual easement for the installation, maintenance, repair and replacement of the Storm Water Drainage Facilities. Developer reserves the right, wi thout being required t o obtain the consent o f any Co-owner, mortgagee or other person w h o now or hereafter has any interest in the Condominium, t o assign all or any portion of such easements t o governmental units and t o enter into maintenance agreements w i th respect thereto b y the recordation of an appropriate amendment t o this Master Deed and Exhibit B. All o f the Co- owners and mortgagees of Units and other persons now or hereafter interested in the Condominium Project from time t o t ime shall be deemed to have unanimously consented t o any amendments t o this Master Deed t o .effectuate the foregoing easements, assignment of easements or execution of any related maintenance agreement. All such interested persons irrevocably appoint the Developer as agent and attorney-in-fact t o execute such amendments t o the Master Deed and all other documents necessary to effectuate the foregoing.

Section 9.2 Easements Retained bv Developer.

fa) Utility Easements. Developer reserves for itself and i ts agents, employees, representatives, guests, invitees, independent contractors, successors and assigns perpetual easements t o utilize, tap, t ie into, extend and enlarge all uti l i ty improvements located within the Condominium Premises, including, but no t l imited to, gas, water, sewer, telephone, electrical, and telecommunications improvements. If any portion of the Condominium Premises shall be disturbed by reason of the exercise of any of the rights granted t o Developer, i ts successors or assigns under th is Section 9.2(a), Developer shall restore the disturbed portion of the Condominium Premises to substantially the condition that existed prior to the disturbance. The Co-owners of this Condominium may be responsible f rom t ime to t ime for the payment of a proportionate share o f said expenses, ( to the extent said expenses are not paid by a governmental agency or public uti l i ty) which" shall be determined by Developer in its reasonable discretion.

(6) Additional Easements. Developer reserves for itself and i ts agents, employees, representatives, guests, invitees, independent contractors, successors and assigns, the right, a t any t ime prior t o the expiration of the Construction and Sales Period t o reserve, dedicate and/or grant public or private easements over, under and across the Condominium Premises for the construction, installation, repair, maintenance and replacement o f rights-of-way, walkways, bicycle paths, nature trails, water mains, sanitary sewers, storm drains, retention basins, water wells serving Common Elements, electric lines, telephone lines, gas mains, cable television and other telecommunication lines and other public and private utilities, including all equipment, facilities and appurtenances relating thereto. Developer reserves the right t o assign any such easements t o governmental units or public utilities, and t o enter into maintenance agreements w i th respect thereto. Any of the foregoing easements or transfers o f title may be conveyed by Developer wi thout the consent of any Co-owner, mortgagee or other person who now or hereafter shall have any interest in the Condominium, b y the recordation of an appropriate amendment t o this Master Deed and Exhibit B hereto. All of the Co-owners and mortgagees of Units and other persons n o w or hereafter

interested in the Condominium Project f rom t ime t o t ime shall be deemed t o have unanimously consented t o any amendments o f this Master Deed t o ef fectuate the foregoing easements or transfers o f t i t le. All such interested persons irrevocably appoint Developer as agent and attorney t o execute such amendments t o t he Master Deed and all other documents necessary t o effectuate the foregoing.

Section 9.3 Grant of Easements by Association. The Association, acting through its lawfully constituted Board of Directors (including any Board of Directors acting prior t o the Transitional Control Date) shall be empowered and obligated t o grant such easements, licenses, rights-of-entry and rights-of-way over, under and across the Condominium Premises as are reasonably necessary or advisable for ut i l i ty purposes, access purposes or other lawfu l purposes subject, however, t o the approval o f Developer during the Construction and Sales Period. No easements created under the Condominium Documents may be modified, nor may any of the obligations w i th respect t o such easements be varied, without the consent o f each person benefited or burdened thereby.

Section 9.4 Easements for Maintenance, Repair and Replacement. Developer, the Association and all public and private utilities shall have such easements over, under and across the Condominium Project, including all Units and Common Elements, as may be necessary t o fulfill any installation, maintenance, repair, or replacement responsibilities which any o f them

are required or permitted to perform under the Condominium Documents, by law or as may be necessary t o respond to any emergency. The foregoing easements include, wi thout limitation, the right of the Association t o obtain access t o a Unit during reasonable hours and upon reasonable not ice t o inspect the dwell ing and any improvements constructed wi th in a Unit to ascertain that they have been designed and constructed in conformity w i t h t h e standards imposed and/or specific approvals granted b y Developer (during the Construction and Sales Period) and thereafter by the Association.

Section 9.5 Telecommunications A.qreements. The Association, acting through its duly constituted Board of Directors and subject t o Developer's approval during the Construction and Sales period, shall have the power t o grant such easements, licenses and other rights of entry, use and access and t o enter into any contract or agreement, including wiring agreements, right- o f -way agreements, access agreements and multi-unit agreements and, t o the extent allowed by law, contracts for sharing of any installation or periodic subscriber service fees, as may be necessary, convenient or desirable t o provide for telecommunications, videotext, broad band cable, satellite dish, earth antenna and similar services t o the Project or any Uni t therein. Notwithstanding the foregoing, in no event shall the Association enter into any contract or agreement or grant any easement, license or right of entry or do any other act which will violate any provision of any federal, state or local law or ordinance. Any and all sums paid by any telecommunications or other company or entity in connection w i th such service, including fees, if any, for the privilege of installing any telecommunications related equipment or improvements or sharing periodic subscriber service fees, shall be receipts af fect ing the administration o f the Condominium Project within the meaning of the Ac t and shall be paid over t o and shall be the property of the Association.

Section 9.6 Association Assumption of Obliqations. The Association, on behalf of the Co-owners, shall assume and perform all of Developer's obligations under any easement pertaining t o the Condominium Project or General Common Elements.

Section 9.7 Termination of Easements. Developer reserves the right, during the Construction and Sales Period, t o terminate and revoke any uti l i ty or other easement granted in or pursuant t o this Master Deed a t such t ime as the particular easement has become unnecessary. (This may occur, by way of illustration only, when a utility easement is relocated t o coordinate development of property adjacent t o the Condominium Project.) No easement for a utility may be terminated or revoked unless and until all Units served by i t are adequately served by an appropriate substitute or replacement utility. Any termination or relocation of any such easement shall be effected b y the recordation of an appropriate termination instrument, or, where applicable, amendment t o this Master Deed in accordance w i th the requirements of the Act .

Section 9.8 School Bus and Emergency Vehicle Access Easement. Developer reserves for the benefit o f the Township, any private or public school system, and any emergency service agency, an easement over all roads in the Condominium for use b y the Township, private or public school busses, and/or emergency vehicles. Said easement shall be for purposes o f ingress and egress to provide, wi thout limitation, school bus services, fire and police protection, ambulances and rescue services and other lawful governmental or private emergency services t o the Condominium Project and Co-owners thereof. The foregoing easement shall in no way be construed as a dedication of any streets, roads, or driveways to the public.

ARTICLE X

AMENDMENT

This Master Deed, the Bylaws (Exhibit A t o this Master Deed) and the Condominium Subdivision Plan (Exhibit B to this Master Deed) may be amended w i th the consent of two-thirds (213) of the Co-owners, except as hereinafter set forth:

Section 70.7 Co-owner Consent. Except as otherwise specifically provided in this Master Deed or Bylaws, no Unit dimension may be modified in any material respect without the consent of the Co-owner and mortgagee o f such Unit, nor may the nature or extent of any Limited Common Elements or the responsibility for maintenance, repair or replacement thereof be modified in any material respect wi thout the wri t ten consent of the Co-owner and mortgagee of any Unit t o wh ich such Limited Common Elements are appurtenant.

Section 70.2 Bv Developer. In addition t o the rights o f amendment provided t o Developer in the various Articles of this Master Deed, Developer may, prior to the expiration o f the Construction and Sales Period, and wi thout the consent of any Co-owner, mortgagee or any other person, amend this Master Deed and the Condominium Subdivision plan attached as Exhibit B in order to correct survey or other errors made in such documents and t o make such other amendments to such instruments and t o the Bylaws attached hereto as Exhibit A that do not materially af fect the rights o f any Co-owners or mortgagees in the Project, including, but not limited to, amendments for the purpose of facilitating conventional mortgage loan financing for existing or prospective Co-owners and t o enable the purchase or insurance of such mortgage loans b y the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Government National Mortgage Association, the Veterans Administration or the Department of Housing and Urban Veterans Administration or the Department of Housing and Urban Development, or by any other public or private mortgage insurer or any institutional participant in the secondary mortgage market.

Section 70.3 Change in Value pf Vote, and Percentages of Value. The value of the vote of any Co-owner and the corresponding proportion of common expenses assessed against such Co-owner shall not be modified wi thout the wri t ten consent of such Co-owner and his mortgagee, nor shall the percentage of value assigned t o any Unit be modified wi thout such consent, except as provided in Article VI, Article VII or Article Vl l l of th is Master Deed.

Section 70.4 Mortqagee Approval, Pursuant t o Section 90(1 ) o f the Act, Developer hereby reserves the r~gh t , on behalf o f itself and on behalf of the Association of Co-Owners, t o amend this Master Deed and the Condominium Documents wi thout the approval of any mortgagee, unless the amendment would materially alter or change the rights of a mortgagee, in which event the approval of two-thirds (213) of the votes o f mortgagees of Units shall be required for such amendment. Each mortgage shall have one (1) vote for each Unit subject t o a mortgage.

Section 70.5 Termination, Vacation, Revocation or Abandonment. The Condominium Project may not be terminated, vacated, revoked or abandoned without the written consent of eighty ( 80%) percent of all Co-Owners.

Jul 1s 03 ll:54a

s&aiim Six6 budng ti% Consauction and Salas Parim, Cwldominium Bewarns shaJl not be amerrhd nor sMI the wavlgians tharsaf be modifled in eny way without the prlnr writfen consent of IPewtoper.

DEVS61Pm'S WIWT TO USE FAGtL"lES

Developer, its successors and assigns, agents and emplaye~s may mahtain offices, rnodst UweUinw 36hin Unifo, parking, storage areas pnd afher facilities withim the CondoRdnium Projem es it d m s necessary la facllltere the devatopmem and sale of the Project. Dmlopar shalt have such access to, fmm and wer the P as m y be reasam&le 10 emMe the dadapment end sale d rhe Candominiurn Roject. bvelaper shall tensanably rasllore the facilities utlllzed by Develaper upan Wrmination of ouch use.

Any or all of the rights and powers ranted or rmervsd te, Devataper in *e Condaminium D~cumefits or by law, ineludingr the Dower to approve or disvprclve any act, use ar proposed ac&n or any omsr matter or thing, may ber aw;gnad by Devdwet iw m d assumed by any sther sntiry or to the Assooietion. Any such arshgnrnent or transfrn shan be made by appropriate insaumm in writing duly recorded h the ~ F f i e of the Ganasee and County Register of Deeds.

. , B Michigan aorpgreti

By:

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STATE OF MlGNlOAN 1

Seyburn, ~ a t k . Ginn, hess ;rmd Serlln, P.C. 2000 "Pwn Csntw, Sulte 1500 - S~urhfleid, Michigan 48076-1 196 (24431 365-7620